ETHICS
Corporate Objectives, Policies, and Guidelines for Employee Conduct
This booklet contains the
Company’s Standards of
Business Conduct. It
discusses the legal and
ethical principles that must
guide all of us in our work.
To be useful, it should be
kept handy and reviewed
frequently. You should become
familiar with its contents
and use it as a guide for
your conduct and dealings
with other employees,
customers, suppliers, our
stockholders, the public, and
government agencies.
Teledyne Technologies Employees:
I want to take this opportunity to share my perspective on our ethical standards and business
practices that form the foundation of our operations.
Teledyne Technologies will conduct its business in an ethical and proper manner at all times, and
in full compliance with all policies, laws, and regulations. We expect our suppliers, contractors,
agents, consultants and representatives to adhere to these standards as well.
If you come across a problem, if you are not sure what is right in a particular situation, if you
think others in
our company are not following these guidelines, it is your job to let us know. If,
after reading this letter and the accompanying guidelines, you have questions or suggestions, I
hope you will discuss this with your supervisor or anyone listed at the end of this booklet. We
want to help you make the right decisions. Always feel free to call your company’s Ethics Officer,
or call the Corporate Ethics Help Line. The toll free number is (
877) 666-6968.
A good reputation is difficult to earn, easy to lose and almost impossible to regain. We must not
lose sight of this. Together we have what it takes to compete at the forefront of our chosen market
segments. I am relying on your integrity and continued dedication to help keep us there. Thank you
for doing your part to maintain an ethical work environment.
Robert Mehrabian
Chairman, President and
Chief Executive Officer
ETHICS
Corporate Objectives, Policies, and Guidelines for Employee Conduct
Guidelines for Employee Conduct
This booklet summarizes
the Company’s objectives, policies and guidelines (
“Guidelines”) for
employee conduct. These Guidelines are the foundation of the values we share equally at every
Teledyne Technologies Incorporated company, division, subsidiary, and affiliate (collectively
referred to as the
“Company” in this booklet). Each employee, director, officer, and
representative is responsible for fully implementing the business practices and corporate policies
of
the Company. A good employee resource for learning more about those practices and policies is on
our Intranet.
Shared Value: We Obey The Law
We are a company committed to more than merely following laws and regulations. In each of our
actions we strive for the highest level of integrity and ethics in our dealings with each other,
our customers, our suppliers, our stockholders, the public, and government agencies. Our shared
values help us to follow the law while creating long-term benefits for you, our coworkers, our
customers, our shareholders, and the communities where we work and live.
Each employee must comply with federal, state, local, and foreign laws and regulations that apply
to our business operations. Many of these laws are complex, and some may affect our various
business units differently. Although it is impossible to summarize every relevant law in this
booklet, some of the laws and regulations frequently encountered in our business include those
related to antitrust, the environment, government contracting, international business, political
activities, trading in securities, copyright laws, and the Sarbanes-Oxley Act.
The antitrust laws of the United States are intended to promote free and open competition.
Employees that negotiate business deals need to be especially familiar with these laws and
understand that we may not
“fix prices,” engage in illegal reciprocal arrangements, disparage
competitors, or otherwise violate or attempt to circumvent provisions of federal or state antitrust
laws. For example, no employee and a competitor may discuss prices or the terms of sales with
competitors; the division of territories or markets; the allocation of customers; or boycotting
customers or suppliers. More information about antitrust laws is posted on Teledyne’s Intranet and
contained in the
Teledyne Government Contracting Guidelines, often referred to as the
“Whitebook”.
Any employee who is unsure about the antitrust laws should seek guidance from
the Company’s Legal
Department. Violations may result in severe penalties to
the Company and/or a prison term for the
person who breaks the law.
It is the policy of
our Company to continue to maintain and operate our businesses in full
compliance with applicable environmental laws, regulations, and our corporate environmental
management guidelines, a copy of which is also available on our Intranet. We recognize the
importance of our environment and natural resources, and encourage all our employees to embrace our
responsibility to society when using and planning the use of natural resources. We should take an
active role in discovering and implementing means to prevent harm to our environment and to our
natural resources.
We will pursue, win, and perform
contracts with our U.S. Government customers and their prime
contractors using the same values, principles, and practices we apply to our commercial business,
while adhering to the unique requirements that apply when conducting business with the U.S.
Government.
ETHICS
Corporate Objectives, Policies, and Guidelines for Employee Conduct
Our commitment includes:
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Following the procedures in the Teledyne Technologies’ Government Contracting
Guidelines, often referred to as the “Whitebook”; |
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Properly handling and controlling classified and other controlled material; and, |
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Strictly complying with the rules that prohibit giving gifts or gratuities to government employees. |
We will pursue, win, and perform our international
contracts according to the same values,
principles, and practices we apply to our domestic business. In addition, we will adhere to the
laws that apply in the countries where we do business, as well as the U.S. laws regulating foreign
commerce. Our commitment includes the following:
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Each employee will follow the Company policies for Export Controls, the Foreign Corrupt
Practices Act, and the policies for Retention of International Sales Representatives and
Distributors. |
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Employees engaged in export activities will obtain timely U.S. export licenses for the
export of applicable products and technology — all related documentation will accurately and
completely represent the transaction in accordance with requirements. |
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We will not engage in, or support, boycotts of any person, group, or country in
violation of the U.S. anti-boycott laws. |
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We will not offer or provide payments directly or indirectly or through an agent or
representative, to any government official or politician in the U.S. or abroad to influence an
official act or decision or to obtain a business advantage. |
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We will not export to any country or entity in violation of U.S. Government
prohibitions. Adequate screening mechanisms will be implemented to promote adherence with this
requirement. |
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Although the law, regulations, procedures and processes may be different when we do
business with foreign, state or local entities, we apply the same rigorous company policies
for compliance and ethics as are applicable to the U.S. Government. |
A good resource for learning more about the
Company’s export control policies is on our Intranet. Violating the laws controlling international
business transactions can result in severe penalties for both
the Company and the individuals
involved.
The Company’s Legal Department should be contacted if there is any question of full
compliance.
Political contributions by corporations are illegal in the United States, and
the Company will not
contribute in any fashion to any political party or political candidate. Our employees may not use
Company funds, facilities, or services for any political purpose in contravention of this policy.
However, this policy does not apply to purely individual contributions by employees, whether
through a political action committee or otherwise.
Directors, officers, employees, and members of their immediate families, may not, directly or
indirectly, take advantage of inside information, which is any information that is not publicly
known and that might be of significance to an investor. The mere disclosure of inside, non-public
information may be illegal and could subject the discloser and receiver to criminal penalties.
Examples of inside information include any information relating to earnings estimates, changes in
previous earnings estimates, stock splits, significant increases or decreases in workload, winning
(losing) major
contracts, potential acquisitions, mergers,
ETHICS
Corporate Objectives, Policies, and Guidelines for Employee Conduct
important discoveries, significant changes in competitive position, major litigation, and
major financial transactions. The preceding list illustrates the types of information that (if
known before public release) could affect an investor’s decision whether to purchase, sell, or hold
the Company’s stock or the stock of one of our customers or suppliers. If there is any doubt as to
your responsibilities, you should seek guidance from
the Company’s Legal Department.
It is Company policy to respect copyright laws and observe the terms and conditions of any license
agreements to which
the Company has agreed. Additional guidance and information is set forth in the
Corporate Policy on E-Mail and Internet Usage available on our Intranet.
The Sarbanes-Oxley Act was enacted to protect U.S. investors by improving the accuracy and
reliability of public companies’ disclosures (i.e., the financial reports that are routinely
required by the federal securities laws).
The Company relies on each employee to maintain accurate
and complete records to ensure that our financial statements are timely and not misleading in any
material respect. Therefore, all Company records must accurately reflect the true and complete
nature of all transactions.
The Company prohibits false or misleading entries in our records, and
employees must follow the generally accepted accounting principles at all times. In particular, our
policy requires the following:
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No undisclosed or unrecorded fund or asset of the Company will be established for any
purpose. |
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No false or misleading entries will be made in the books or records of the Company for
any reason. No employee will assist in any arrangement that results in any false or misleading
entry. |
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No payment or expenditure of the Company will be made without adequate approvals and
supporting documentation. |
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No payment or expenditure will be made if any part of the payment or expenditure is to
be used, directly or indirectly, for any purpose other than that expressly described by the
supporting documentation. |
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Any employee having information concerning any unrecorded fund or asset or any
prohibited act must promptly report such matter to the Company’s Legal Department. |
If you have any complaints about
the Company’s accounting, internal controls or auditing matters,
you may contact
the Company’s Sarbanes-Oxley Disclosure Committee, the members of which are
periodically listed in
the Company’s SEC filings, or contact any of the persons on page 12 or the
Corporate Help Line.
One important financial record is employee time charge reporting, which serves multiple purposes in
the Company including payroll, past collection and direct billing to customers. On Government
contracts, incorrect billing based on false time charges can be a criminal offense. Each employee
who is responsible for reporting time-worked must accurately document his or her time to the proper
charge numbers.
It is Company policy to cooperate with any reasonable request of federal, state, and municipal
government investigators. At the same time, Company employees are entitled to the safeguards
provided by law, including the representation of counsel when investigators are seeking information
concerning Company operations for enforcement or investigatory purposes. Any representative of any
government agency who requests an interview or seeks Company data, copies of Company documents, or
access to Company files, should be referred to
the Company’s Legal Department.
ETHICS
Corporate Objectives, Policies, and Guidelines for Employee Conduct
Shared Value: We Act With Integrity
Reputable business practices requires the exercise of good judgment, honesty, and high ethical
standards at all times.
Company employees must avoid any situation that conflicts with the law and their duty to act in the
best interests of
the Company. To avoid the appearance of a conflict of interest,
the Company
prohibits us from personally accepting anything of value from our suppliers or customers. In other
words, you should not accept gifts, gratuities, or loans, or accept offers of entertainment, use of
facilities, or professional services. You must not accept anything of value that benefits you
personally or that would influence your decision with respect to such suppliers or customers.
Employees of
the Company must avoid any situation that involves a conflict with their duty to, or
with any interest of,
the Company. We expect our employees to exercise good judgment, honesty, and
high ethical standards at all times.
One reason for
our Company’s success is that it makes purchases based on best value, which means
striving to buy the best-quality materials and services at the lowest possible price. Even the
appearance of a conflict of interest will undermine
our Company’s ability to negotiate fairly with
all of its suppliers; therefore, employees who work directly with Company suppliers and contractors
have a special responsibility to avoid actual or apparent conflicts of interest.
The Company’s
policy is clear: Company employees will not solicit or accept gifts from suppliers in order to
avoid the appearance of favoritism, which often raises serious questions of business ethics and
potential violations of law.
Approval by
the Company’s General Counsel is required before any employee may serve as a director
of a company that is a supplier to, or a customer of,
the Company.
Similarly, we must be careful that our acts of hospitality do not create the appearance of a
conflict of interest, which might impugn the reputation of our business guest or their employer. We
need to be especially sensitive regarding our conduct with government employees. There are unique
stringent rules that prohibit those employees from accepting hospitalities that may otherwise be
appropriate in a purely commercial setting.
To preserve
the Company’s reputation for honesty and integrity, each employee has an obligation to
advise their senior management or appropriate corporate officers of any issue that might negatively
affect our reputation.
Shared Value: We Deliver Customer Satisfaction
It is very important for all employees to appropriately safeguard
the Company’s confidential
information and to refuse any improper access to confidential information of any other company,
including our competitors. Confidential or proprietary information of
our company, and of other
companies, includes any information that is not generally disclosed and that is useful or helpful
to
the company and/or which would be useful or helpful to competitors of
the company. We should
always be alert to inadvertent disclosures that may arise in either social conversations or in
normal business relations with our suppliers and customers.
Our Company continuously invests in providing accurate technical information to help employees
properly manufacture products and provide high quality services. In addition to the reliable
products and high quality services that we deliver, each of us needs to ensure that our customers
always receive accurate and useful technical information. Simply put,
ETHICS
Corporate Objectives, Policies, and Guidelines for Employee Conduct
no one can condone the recording of false or inaccurate technical data. Any employee who
suspects that false data was recorded or communicated to a customer or supplier is required to
promptly report those concerns using any one of the reporting methods described in the last part of
this booklet.
Shared Value: We Value People
The Company takes pride in its diverse cultures and backgrounds, and recognizes that its
continuing success is the sum of all of
the Company’s employees. Our team is built on the
foundation of trust, which comes naturally from treating one another with respect and dignity.
All employees are encouraged to make recommendations for improving
the Company’s methods for
achieving its goals and policies.
The Company strives to eliminate any economic and social injustices of discrimination within its
operations.
The Company does not tolerate discrimination on the basis of race, color, national
origin, religion, sex, age, or non-job-related disability, nor will we tolerate sexual harassment
of any employee or the creation of a hostile work environment. Violation of this policy will result
in disciplinary action.
Shared Value: We Are Leaders
Each one of us can lead by example — we are all role models in our own right.
The Company
expects its employees to lead through competence, creativity, teamwork, and strong ethical values.
Both
the Company and its communities benefit from employee participation in public service and
charitable projects. Employees are encouraged to participate in community organizations and to be
active in political and public affairs.
Management employees have a special obligation to monitor and enforce the standards contained in
these guidelines, to take appropriate action to prevent violations, to promote an environment of
open communication, and to reward
the Company’s employees whose conduct exemplifies our shared
values.
Reporting Violations
Any employee who suspects a violation of law, regulation or one of the important Company
policies summarized in this booklet must report the violation immediately to the employee’s
supervisor or other member of Company management. Employees do not need to fear reprisal by making
a good faith report; however, if employees feel uncomfortable discussing their concerns with local
management, the employee should:
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Contact your facility’s Ethics Officer, |
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Call the Corporate Help Line, in confidence, at (877) 666-6968, or |
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Contact the Company’s General Counsel, in confidence, at the address and telephone
number provided at the end of this booklet. |
The Company, to the extent permitted by law and consistent with fair and uniform enforcement of
these Guidelines, will keep confidential the identity of anyone reporting a suspected violation in
good faith. Likewise,
the Company will keep confidential the identity of any person about or
against whom allegations of violations are brought, unless it is determined that a violation has
occurred.
ETHICS
Corporate Objectives, Policies, and Guidelines for Employee Conduct
Every employee is required to cooperate with internal investigations authorized by the
Company’s Legal Department. Employees who fail to cooperate or who obstruct these investigations
are subject to discipline, up to and including discharge.
This statement of Corporate policy is intended to be general in scope. Just as with every general
rule, there may be exceptions. The exceptions may sometimes derive from specific legal exemptions,
but more often will result from a combination of seasoned judgment and consideration of all the
pertinent facts. All employees are encouraged to seek the advice of appropriate senior management
in matters of Corporate policy and to consult with the Ethics Office or
the Company’s Legal
Department if there is any doubt about proper conduct.
If you have questions regarding any matter discussed in this booklet, you should contact your
facility’s Ethics Officer or one of the following:
